Terms of
Engagement.

The scope of each engagement is defined in a mutually executed SOW. Work performed outside the defined scope requires a written amendment signed by both parties. The Provider reserves the right to decline scope expansions that are inconsistent with the engagement format or methodology.

Structural engagements are strategic architecture services, not advisory consulting, legal counsel, financial advice, accounting services, or psychological services. The Expansion Session is perspective and identity work for operators and founders — not therapy, life coaching, or clinical treatment. Deliverables are structural recommendations, governance frameworks, or written clarity assessments as defined in the SOW. Implementation is the sole responsibility of the Client. The Provider does not guarantee specific financial outcomes, revenue increases, or operational results.

The Client agrees to: provide timely access to relevant personnel, documents, and information required for the engagement; designate a primary point of contact with authority to make decisions; complete all pre-engagement intake materials prior to the start date; and implement or decline recommendations at their sole discretion.

Engagement dates are confirmed in the SOW following receipt of the deposit payment. The Provider schedules engagements on a limited quarterly basis. The Provider reserves the right to reschedule an engagement with a minimum of 10 business days' notice to the Client.

1. Expansion Session: Payment in full is required prior to scheduling the session.
2. Clarity Diagnostic: Payment in full is required prior to scheduling the session.
3. Architecture Intensive: 50% deposit required to confirm the engagement date. Remaining 50% due on or before the first day of the engagement.
4. ClarityOS Deployment: 50% deposit required to confirm the engagement date. 25% due at the midpoint of the engagement. Final 25% due upon delivery of the ClarityOS Governance Document.
5. Governance Advisory: Billed monthly in advance. First month's payment due prior to retainer commencement.

Payment is accepted via secure online checkout (for Expansion Session and Clarity Diagnostic), ACH bank transfer, wire transfer, or check made payable to JoshJWGM. Credit card payments are accepted subject to a 3% processing fee. All payments are in US dollars.

Payments not received within 7 days of the due date are subject to a 1.5% monthly late fee. The Provider reserves the right to suspend all work and deliverable delivery until outstanding balances are paid in full. Suspension of work does not relieve the Client of payment obligations.

Both parties agree to hold in strict confidence all Confidential Information received from the other party in connection with an engagement. Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law.

The Provider will not disclose the Client's business information, financial data, strategic plans, personnel information, or any other non-public information shared during the engagement to any third party. Application submissions are handled with the same confidentiality standard.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the disclosing party is given prompt written notice.

Confidentiality obligations survive the termination of any engagement for a period of three (3) years.

The ClarityOS Method, including all frameworks, templates, processes, tools, and proprietary approaches developed by the Provider, remain the sole intellectual property of the Provider. Nothing in any engagement or SOW constitutes a transfer of ownership of the ClarityOS Method or any component thereof.

Upon receipt of payment in full, the Provider grants the Client a non-exclusive, non-transferable, perpetual license to use the Deliverables produced for the Client's internal business operations. Deliverables may not be resold, sublicensed, or used to provide services to third parties without written consent from the Provider.

All business information, data, and materials provided by the Client remain the property of the Client. The Provider may use anonymized, non-attributable information derived from engagements to develop and improve the ClarityOS Method.

The Provider may reference the engagement in general terms (e.g., "worked with a mid-market SaaS company on revenue architecture") for portfolio and marketing purposes, without identifying the Client, unless the Client provides written consent for named attribution.

1. Expansion Session: Cancellations made more than 5 business days prior to the scheduled session receive a full refund. Cancellations within 5 business days are non-refundable but may be rescheduled once within 60 days.
2. Clarity Diagnostic: Cancellations made more than 5 business days prior to the scheduled session receive a full refund. Cancellations within 5 business days are non-refundable but may be rescheduled once within 60 days.
3. Architecture Intensive: Cancellations made more than 14 days prior to the engagement start date receive a refund of the deposit less a $2,500 administrative fee. Cancellations within 14 days of the start date forfeit the deposit in full.
4. ClarityOS Deployment: Cancellations made more than 21 days prior to the engagement start date receive a refund of the deposit less a $5,000 administrative fee. Cancellations within 21 days forfeit the deposit in full. Cancellation after commencement requires payment for all work completed to date.
5. Governance Advisory: Either party may terminate the retainer with 30 days' written notice. Prepaid monthly fees for the notice period are non-refundable.

In the unlikely event the Provider must cancel a confirmed engagement, the Client will receive a full refund of all amounts paid. The Provider's liability is limited to the refund of fees paid and does not extend to any consequential, indirect, or incidental damages.

Refunds are not available on the basis of dissatisfaction with business outcomes following an engagement. The Provider delivers structural recommendations; implementation and results are the Client's responsibility.

The Provider's total liability to the Client for any claim arising out of or relating to an engagement shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim.

In no event shall the Provider be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of business, or loss of data, regardless of whether such damages were foreseeable or the Provider was advised of their possibility.

Engagements and Deliverables are provided "as is." The Provider makes no warranty, express or implied, regarding the fitness of Deliverables for any particular purpose or the achievement of any specific business outcome.

Both parties agree to conduct all engagement interactions with professionalism and mutual respect. The Provider reserves the right to terminate an engagement immediately, without refund obligation beyond fees for work completed, in the event of abusive, harassing, or threatening conduct by the Client or any Client personnel.

The Provider will disclose any material conflicts of interest prior to commencing an engagement. The Provider may work with multiple clients simultaneously, provided no direct competitive conflict exists in the same specific market segment during an active engagement.

The Provider operates as an independent contractor. Nothing in these Terms or any SOW creates an employment, partnership, joint venture, or agency relationship between the parties.

The Governance Advisory retainer is available exclusively to Clients who have completed an Architecture Intensive or ClarityOS Deployment engagement. The Provider reserves the right to decline retainer requests at their sole discretion.

The monthly retainer includes: one quarterly structural review session (90 minutes); updates to governance documentation as warranted; structural drift assessment; priority adjustments for the subsequent 90-day period; and asynchronous access for time-sensitive structural questions via agreed communication channel. The retainer does not include new engagement work, implementation support, or services outside the defined scope.

Either party may terminate the maintenance retainer with 30 days' written notice. Upon termination, the Client retains full rights to all Deliverables produced during the retainer period, subject to the IP terms above.

These Terms and all engagements governed by them shall be construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions.

In the event of a dispute arising from or relating to these Terms or any engagement, the parties agree to first attempt resolution through good-faith negotiation. If negotiation fails within 30 days, disputes shall be submitted to binding arbitration in Hamilton County, Ohio, under the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorneys' fees.

For any matters not subject to arbitration, both parties consent to the exclusive jurisdiction of the state and federal courts located in Hamilton County, Ohio.

The Provider reserves the right to update these Terms at any time. Updated Terms will be posted at this URL with a revised effective date. Engagements in progress at the time of an update are governed by the Terms in effect at the time the SOW was executed.

These Terms, together with any executed SOW, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings. No modification of these Terms is effective unless in writing and signed by both parties.

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Questions regarding these Terms may be directed to JoshJWGM via the contact form or the application form on this site.

Ignition is a fixed-duration sprint — typically 60 days — designed to move a selected founder from validated idea to first revenue. The Provider participates as a co-founder and execution partner, not as a traditional advisor, accelerator, or investor of record unless separately documented.

Participation is by application and invitation only. The Provider selects a limited number of companies per cohort based on founder readiness, idea clarity, domain expertise, and operational fit. Submission of an application does not guarantee selection.

Ignition economics are documented in the application acknowledgment and any executed co-founder agreement. Typically, the Provider receives 20% co-founder equity vested at close, with the founder retaining 25% immediate and 55% on a standard vesting schedule. The Provider may also contribute capital scoped to what the venture needs, as specified in the agreement.

Unless otherwise specified in a signed Ignition agreement, work product created during the sprint — including brand assets, offer structure, website, operational systems, and launch materials — is intended for use by the venture. The Provider retains rights to general methodologies, frameworks, and non-company-specific tools developed independently of the venture.

Ignition is an execution partnership, not a guarantee of revenue, funding, or commercial success. The Provider commits structured co-founding effort; outcomes depend on market conditions, founder execution, and factors outside the Provider's control.